SYNTHETIC BLOOD INTERNATIONAL, INC.

                      STOCK OPTION AGREEMENT


     THIS  STOCK OPTION AGREEMENT is made this 26th day of May
2000, by and between Synthetic Blood International, Inc., a
corporation formed under the laws of the State of New Jersey (the
"Company"), and Joan Mahan, a citizen and resident of the State
of Ohio (the "Optionee").


                           WITNESSETH:

     WHEREAS, the Optionee is a valued employee of the Company,
and

     WHEREAS, the Company considers it desirable and in its best
interest, that the Optionee be provided an inducement to acquire
an ownership interest in the Company and an additional incentive
to advance the interest of the Company through grant of an option
to purchase shares of the $0.01 par value common stock of the
Company.

     NOW THEREFORE, in consideration of the premises contained
herein, it is agreed as follows:

     (1)  Grant of Option.    Subject to the terms and conditions
contained herein, the
Company hereby grants the Optionee the right, privilege and
option (the"Option") to purchase One Hundred Thousand (100,000)
shares of the $0.01 par value common stock of the Company at a
price of Ten cents ($0.10) per share.

     (2)  Term of Option.     The term of the Option shall be for
a period of one year
 (the "Term") from the date of this Agreement and, subject to the
terms and provisions hereof, and within the Term. The Option
shall be fully vested and may be exercised in whole or in part
with respect to all or any portion of the shares to which it
related.

     (3)  Method of Exercise. The Option shall be exercised by
the transmittal of written
 notice thereof to the Company at its principal place of
business. The notice shall include the Optionee's designation of
the number of shares to be purchased and Optionee's check in
payment
of the purchase price. Upon receipt of such notice and
negotiation of said check, the Company shall deliver to the
Optionee a certificate representing the share purchased, provided
that if any law or regulation requires the Company to take any
action with respect to the shares specified in such notice before
the issuance thereof, the date of delivery of the shares shall be
extended for the necessary period.

     (4)  Termination if Option.   Except as otherwise provided
herein, the Option
 shall terminate upon the expiration of one year from the date of
this Agreement.

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     (5)  Right Prior to Exercise of Option. The Optionee shall
have no rights as a
 stockholder with respect to the shares of stock subject to the
Option until the exercise of his rights hereunder and the
issuance and delivery to Optionee of a certificate or
certificates evidencing such shares.

     (6)  Applicable Laws.    The validity, construction,
interpretation and enforceability
 of this Agreement and the capacity of the parties shall be
determined and governed by the laws of the State of California.

     (7)  Severability.  The provisions of this Agreement are
severable and if any one or
 more of the provisions may be determined to be illegal or
otherwise unenforceable, in whole or in part, the remaining
provisions, and any partially unenforceable provision to the
extent enforceable in any jurisdiction, shall nevertheless be
binding and enforceable.

     (8)  Binding Effect.     The provisions of this Agreement
shall be binding upon the
 parties hereto, their successors and assigns, including, without
limitation, the estate of the Optionee and the executors,
administrators or trustees of such estate and any receiver,
trustee in bankruptcy or representative of the creditors of the
Optionee.

          THIS  STOCK OPTION AGREEMENT is hereby confirmed and
executed as of this 26th day of May 2000.

ATTEST:                      SYNTHETIC BLOOD INTERNATIONAL, INC.


_____________________________
By:____________________________________
     Secretary                President


     Corporate Seal           OPTIONEE:



_______________________________________
                              Joan Mahan


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